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Statement by the Independent Bid Committee of Cherry AB in relation to the public offer from European Entertainment Intressenter BidCo AB
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The Independent Bid Committee of Cherry AB (publ) (“Cherry” or the “Company”) – STO: CHER-B.ST – recommends the shareholders to accept the public offer of SEK 87 in cash per share of series A and B in Cherry submitted by European Entertainment Intressenter BidCo AB[1] (”EE Intressenter” or the “Offeror”).
This statement is made by the Independent Bid Committee[2] of Cherry pursuant to Rule II.19 of the Nasdaq Stockholm Takeover Rules (the “Takeover Rules”).
Background
EE Intressenter, a company jointly controlled by a consortium consisting of Bridgepoint Advisers Limited acting as managers for and on behalf of the limited partnerships comprising the Bridgepoint Europe VI Fund (“Bridgepoint”), Prunus Avium Ltd, Klein Group AS, Audere Est Facere AS, Pontus Lindwall, Berkay Reyhan and Can Yilanlioglu (the “Consortium”), has today announced a public offer to the shareholders of Cherry to tender all shares in the Company not held by the Consortium to EE Intressenter for a consideration of SEK 87 in cash per share in Cherry (the “Offer”). EE Intressenter will not increase the price in the Offer. By this statement EE Intressenter cannot, in accordance with the Takeover Rules, increase the price in the Offer.
The total value of the Offer, based on all shares of series A and B in Cherry, corresponds to approximately SEK 9,193 million[3]. The Offer is fully financed through a combination of equity provided by Bridgepoint and the other members of the Consortium and debt financing provided by Ares Management Limited. The acceptance period for the Offer is expected to commence around 20 December 2018 and expire around 23 January 2019, subject to any extensions.
Completion of the Offer is conditional upon customary terms, including the Offer being accepted to such extent that EE Intressenter becomes the owner of more than 90 percent of the total number of outstanding shares in Cherry; that no other party announces an offer to acquire shares in Cherry on terms that are more favourable than the Offer to the shareholders in Cherry as well as receipt of all necessary regulatory, governmental or similar clearances, approvals and decisions with respect to the Offer and the acquisition of Cherry, including from competition and gambling license authorities, in each case on terms which, in EE Intressenter’s opinion, are acceptable. Further information regarding the Offer is included in EE Intressenter’s press release, which is available at www.europeanentertainment.se.
EE Intressenter does not own any shares in Cherry at the time of announcement of the Offer, whereas the members of the Consortium own in aggregate 50,100,368 shares, corresponding to approximately 47.4 percent of the total number of shares and 37.9 percent of the total number of votes in the Company. Irrevocable undertakings to accept the Offer, subject to certain conditions, have been received from shareholders representing in total 12,298,332 shares, corresponding to approximately 11.6 percent of the total number of shares and 28.5 percent of the total number of votes in Cherry. In total, the Consortium thereby owns shares, or have secured commitments to accept the Offer, corresponding to 59.1 per cent of the capital and 66.5 per cent of the votes.
Given that Morten Klein, who is included in the Consortium, also is Chairman of the Board, an independent bid committee consisting of Gunnar Lind, Johan Moazed and Jörgen Olsson (the “Independent Bid Committee”) was appointed on 16 October 2018 and has since handled questions related to the Consortium and the Offer. Rolf Åkerlind was elected to the Board of Directors on 21 November 2018 and has since been part of the Independent Bid Committee.
The Independent Bid Committee of Cherry has, at the written request from the Consortium, permitted the Consortium to carry out a limited confirmatory due diligence review of Cherry in connection with the preparation of the Offer. The Consortium has not received any inside information regarding the Company during the due diligence process.
The Independent Bid Committee’s recommendation
In its evaluation of the Offer, the Independent Bid Committee has taken a number of factors into account which they deem relevant, including, but not limited to, the Company’s present strategic and financial position, prevailing market conditions and the Company’s expected future development as well as opportunities and risks related thereto.
The Independent Bid Committee has also considered the in-depth analysis conducted by the Company’s financial advisor Carnegie Investment Bank AB (publ) in connection with the Offer.
In particular, the Independent Bid Committee wishes to highlight the following considerations made in connection with their recommendation.
1. Considerations regarding bid premium
The offer represents a premium of 20.0 percent compared to the closing price of Cherry’s series B shares on Nasdaq Stockholm on 17 December 2018, the last trading day before the announcement of the Offer. The Independent Bid Committee notes that the bid premium of 20.0 percent is moderate compared to other announced bids on Nasdaq Stockholm in recent time.
However, the Independent Bid Committee also notes that the Offer corresponds to a premium of 28.0 percent compared to the volume-weighted average share price of Cherry’s series B shares on Nasdaq Stockholm during the last 90 trading days and 59.6 percent compared to the closing price on 15 October 2018, the day before the Board of Directors received the letter by which the Offeror presented its non-binding bid.
Since 15 October 2018, the Company has published its interim report for the third quarter, which was well received by shareholders and other investors. However, the Independent Bid Committee also notes that the upcoming regulation of the Swedish gambling market has led to an intensified discussion in the media and among investors about increased consolidation between market players, including companies such as Cherry. One example of announced such deals is William Hill’s bid on MRG on 31 October 2018.
It is the opinion of the Independent Bid Committee that the Company’s share price over a recent period of time has come to partially reflect the potential participation by the Company in a future consolidation. This has led the Independent Bid Committee to not only consider the bid premium based on the last closing price or an average calculated based on trading in recent weeks, but also bid premiums based on the trading during a longer period of time.
2. Views of existing shareholders
Several persons, including Morten Klein, that are currently active in the Company are also part of the Consortium and thus participate as bidders in the Offer.
At the same time, several shareholders, some of whom have a long ownership history and deep understanding of the Company’s operations and future prospects, have entered into commitments to accept the Offer, under certain conditions.
These owners, who together hold a total of 11.6 percent of the total number of shares and 28.5 percent of the total number of votes in Cherry, include among others Jonas Cederholm (CEO and co-founder of Game Lounge) and Fredrik Langeland (co-founder of Game Lounge) partly through Tykkox Investments Ltd, Per Hamberg and Lars Kling (founders of Cherry).
3. Changed conditions for listed iGaming companies in Sweden
Regulatory authorities in a number of countries, including Sweden, have decided upon or begun preparation for a regulation of the Swedish gambling market. Following such regulation, the industry will enter a new phase characterised by higher maturity. In light of the changing market environment, the market outlook for the next year is expected to be less predictable. This may result in more volatile earnings for Cherry, which is challenging in a public environment.
Also, the Independent Bid Committee notes that a number of reputable Swedish institutions have recently announced that they will distance themselves from the sector following changed investment mandates and new directives regarding sustainability. Consequently, the Independent Bid Committee believes that access to institutional capital for iGaming companies listed in Sweden will decrease, which in turn means that it will be harder to effectively finance the business as a listed company.
4. Fairness opinion by KPMG
In accordance with Section III.3 of the Takeover Rules the Independent Bid Committee has engaged KPMG to issue a so-called fairness opinion regarding the Offer.
In relation to its engagement, KPMG has received detailed information about the Company’s financial position and future strategy which has been supplemented with interviews with representatives of the Company. KPMG has conducted an extensive valuation exercise for each of the Company’s subsidiaries and compiled this analysis in a valuation statement regarding the Company as a whole.
According to the fairness opinion, which is attached to this press release, the Offer is fair to Cherry’s shareholders from a financial point of view.
5. Impact on the Company and its employees
Pursuant to Section II.19 of the Takeover Rules, the Independent Bid Committee shall, based on the statements made by EE Intressenter in the Offer press release issued earlier today, present its opinion regarding the impact that the implementation of the Offer will have on the Company, particularly in terms of employment, and its opinion regarding the Consortium’s strategic plans for the Company and the effects it is anticipated that such plans will have on employment and on the places in which Cherry conducts its business.
In this respect, the Independent Bid Committee notes that EE Intressenter states in the press release regarding the Offer that the members of the Consortium believe that Cherry will be able to maximise value by focusing on driving the performance of the individual business units rather than managing the combined entity as a publicly listed company. Further it is stated that Bridgepoint and the other members of the Consortium place great value on Cherry’s management and employees and expect that the Offer will support continued growth and create long-term positive effects Cherry and its employees, customers and other stakeholders impacted by the operations of Cherry. EE Intressenter has not made any resolutions that are expected to cause the Offer to have an impact on Cherry’s or EE Intressenter’s organisations, management teams or employees, including their terms of employment, or on the locations of Cherry’s or EE Intressenter’s operations.
The Independent Bid Committee assumes that this description is correct and has no reason to take a different view in this respect. Thus, it is the assessment of the Independent Bid Committee that the Offeror would be a good owner of the Company in the coming years, which has been taken into consideration in the decision on a recommendation.
Based on the above, the Independent Bid Committee recommends the shareholders in Cherry to accept the Offer. The decision was taken with a unanimous vote by the Directors appointed by the General Meeting of Cherry. The employee representative abstained his vote.
This statement shall in all respects be governed by and construed in accordance with Swedish law. Disputes arising from this statement shall be settled exclusively by Swedish courts.
Carnegie Investment Bank AB (publ) is acting as financial adviser and Advokatfirman Delphi is acting as legal adviser to Cherry in connection with the Offer.
Cherry AB (publ)
The Independent Bid Committee
[1] Under name change from Goldcup 17805 AB
[2] The board member Morten Klein has not participated in the Board of Directors’ evaluation of or discussions regarding the Offer due to a conflict of interest
[3] Based on 105,668,026 shares. If Cherry, prior to settlement of the Offer, pays dividend or makes any other value transfer to shareholders, the Offer as set out above will be reduced accordingly
CHERRY IN BRIEF
Cherry is an innovative and fast-growing gaming company with operations in gaming, media and entertainment. The company was founded in 1963 and today, Cherry operates through five diversified business areas: Online Gaming, Game Development, Online Marketing, Gaming Technology, and Restaurant Casino. The Group’s objective is to grow organically in combination with strategic acquisitions of fast-growing companies. On 30 September, Cherry employed some 865 people and had about 9,325 shareholders. The company’s class B share is listed on the Nasdaq Stockholm exchange, Mid Cap segment. More information is available at www.cherry.se.
Source: Latest News on European Gaming Media Network
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Scaling With Purpose: RedCore’s Tech Vision Explained
Reading Time: 7 minutes
At SiGMA Central Europe in Rome, European Gaming Media sat down with Yevhenii Yankovyi, Vice President of Technology and Deputy CTO at RedCore, for a deep look into what truly powers RedCore’s large-scale engineering operations.
RedCore is known for innovating at enterprise level, yet moving with the agility of a fast-growing tech company. In this conversation, Yevhenii breaks down how the organization manages that balance: how engineering teams maintain both speed and reliability, how automation empowers creativity, and why culture must remain a daily practice rather than a one-time achievement.
Can you introduce yourself and RedCore’s approach to engineering at scale?
Sure. My name is Yevhenii, I’m the Vice President of Technology at RedCore and Deputy CTO. RedCore is a large company with many products and projects, so everything we do operates at a significant scale. And when people hear “enterprise-level engineering,” the usual assumption is that scale automatically means slowness: slow decision-making, slow implementation, slow testing, slow time to market.
That’s the mindset we challenge. We don’t believe speed and stability are opposites. In our experience, at this level of complexity, the two actually reinforce each other. When you build the right processes, the right technical foundations, and the right organizational structure, speed becomes a natural result of stability – not something that contradicts it.
We plan for scaling from day one. For us, that’s a fundamental requirement. We build products with the expectation that they will grow, and growth means scale. So we design with that in mind from the very first line of architecture.
But that doesn’t mean disappearing for six or ten months to design the “perfect” system. That’s the common mistake people make when they hear “design for scale.” Our approach is different: we keep the long-term vision in mind, but we move fast, iterate, and make sure the product can evolve without slowing the team down. Stability and speed working together – that’s the engineering culture we build at RedCore.
How does RedCore balance speed and stability in daily engineering?
I will explain this with a simple metaphor: think about a car. Everyone talks about acceleration and top speed, but none of that matters if you can’t take a corner. Speed alone is not the winning formula – you also need control.
That’s exactly how we look at engineering at RedCore. We want to accelerate, make decisions quickly, and develop fast. But we also need the ability to slow down at the right moment, change direction, and stay agile. Balancing speed with stability is the only way to move at scale.
There are many layers to this – it’s a topic I could talk about for days – but in a nutshell:
at a big scale, you must have strong standards, clear policies, and a high level of automation. We rely heavily on automation: infrastructure as code, CI/CD pipelines, automated testing, and all the tools that remove repetitive, routine work from engineers’ daily lives. When the routine disappears, people can focus on what humans actually do best: creativity, problem-solving, and innovation.
However, automation doesn’t build the software for you. It creates a safety net. It catches mistakes, guards quality, and supports engineers when their creativity pushes boundaries. In other words: tools give freedom, and also protect that freedom.
And of course, this includes AI and many other modern tools. We use whatever helps us keep the balance: give people space to think, create, and experiment, while ensuring the system stays stable, predictable, and high-quality.
How does RedCore’s management keep teams aligned yet fast?
First of all, we provide clear goals. As I mentioned earlier, we always design for scale from day zero – but you can only do that if you know exactly what you’re building, for whom, and why. We have a very strong business team that understands the market and what needs to be delivered. The technology team works side by side with them, reinforcing them.
Once the goals are clear, we begin small. If you try to build a huge system from the beginning and get it wrong, you create a nightmare: something no one can support, change, or grow. Complexity grows exponentially, and humans don’t think exponentially; we think linearly. That’s where companies often get lost.
So we avoid that by validating early and validating often. We start with small steps, keep a close eye on every direction we take, and confirm that what we’re building is truly needed by the market. When we see that the direction is right, then we scale – and by that point, the foundation is already in place. It’s like preparing a launchpad so that when the time comes, the team can accelerate immediately.
We build block by block and work in iterations. We take a small team – one, two, maybe three people – and let them experiment for a week. We test the idea fast, get quick feedback, and bring it to the business side: “Do you like it?” If the answer is yes, then we continue, still following all the proper engineering practices before anything goes into production.
This constant loop between business and technology keeps everyone aligned. We give feedback, we receive feedback, and we move together. That’s how we stay both fast and coordinated, always ready to scale when the direction is confirmed.
How does automation empower engineers without slowing them down?
When we talk about automation, we’re really talking about optimization at scale. It doesn’t make sense to over-engineer small things, but at the scale we operate, the cost efficiency and speed gains are enormous. And people often assume that big systems and automation automatically slow everything down. For us, it’s the opposite.
The tools we introduce are not meant to tie engineers’ hands with bureaucracy. We don’t force strict guidelines or heavy processes that kill creativity. Our tools exist to help: to prevent mistakes, to collect feedback quickly, and to give teams the shortest possible path from idea to validation.
Here’s a simple example: we start experimenting with a small feature. We build a tiny prototype to see if the idea works. If it’s promising, the next step is testing, pipelines, deployment – all the things that normally take time. In many companies, engineers would try to do all of this manually because “building the tools will take too long.” But with us, the tools are already there. The infrastructure, the CI/CD, the automation – everything is ready to use. Our engineers are essentially customers of this internal platform that supports fast, safe delivery.
We have many different teams that have different great ideas. If one team tries something new and it works better, great – we learn from it. If another team has a different approach because of product specifics or release schedules, that’s fine too. We give freedom to the teams to work, share their experiences, and then scale.
Of course, there are non-negotiables. When it comes to security and data privacy there is zero tolerance. These are areas where strict rules are absolutely necessary. I always tell the security people: everyone should be a little afraid of you, because these things must be perfect. But outside those critical areas, we don’t impose rules that slow teams down. We experiment, gather feedback, adjust, and keep improving.
We’re constantly researching, experimenting, and customizing our automation depending on the product and the market. But when it comes to system design, we don’t reinvent the wheel. We choose globally recognized tools and industry-validated technologies. So yes, we empower engineers with automation and the right tools, built on a solid, modern foundation.
How does culture work for you – is it an achievement, or part of your routine?
Culture is a critical element in balancing speed and stability. Tools and processes matter, but culture is what truly empowers a team and keeps everything together at scale.
For us, culture starts with giving people freedom: the freedom to experiment, the freedom to make mistakes, and the freedom to challenge ideas. We don’t want engineers to be afraid of trying something new. We build a culture where mistakes are acceptable and manageable. If we try something and it doesn’t work, great – now we know better. We learn, adjust, and move on.
We encourage ideas from every level. Some of our most interesting insights come from developers who notice something while working on a small task. They can come directly to me or to the CTO and say, “I see a problem here.” It’s completely okay. A small detail in one corner of the system can become a huge issue at scale, so we listen. That’s how we avoid blind spots.
We also give teams autonomy. Small teams can make their own decisions and experiment in their own ways. If different teams want to do things differently, that’s fine – as long as they validate everything and share their findings. We want people to help each other and to understand that even top engineers have ups and downs. Even senior management makes mistakes. I constantly ask my team: “If I make a wrong decision, tell me.” It’s not about transparency as a buzzword – it’s about behavior. People observe how you respond, and they learn from that.
The biggest mistake any leader can make is demotivating people. We work with intelligent, educated, passionate professionals. They want to contribute. You just need to give them the space to do it. That’s when you see people shine and bring forward brilliant ideas.
As for the question of whether culture is an achievement or a routine – for us, it’s definitely a routine. People often talk about “building a strong engineering culture” as if it’s a success. We treat it as a routine as a process. Culture is the daily interactions between people in an organization. Those interactions change: people come and go, someone has a bad day, someone disagrees with a decision. Culture is shaped every day by how we communicate, how we argue, how we respect each other, and how we resolve differences.
Going to a colleague in the kitchen and asking, “Hey, what do you think about this?” – that’s culture. Anyone can talk to anyone, openly. And when engineers realize they can make a real impact, that they are heard, that they can influence the product — that motivates them. That’s what keeps the culture alive.
How do you balance standards with creative freedom?
The first thing is that we don’t pressure people. We set strict standards only where they are truly critical for the business. Security, data privacy, stability at scale – those areas demand clear rules. But everywhere else, we try not to push people. And when we do introduce a standard or guideline, we listen carefully to feedback. If the team tells us we made the wrong call, that’s okay – we rethink it and look for better approaches.
The second thing is that as the projects grow, the teams scale as well. Even in the design phase, we don’t start with a huge team. I prefer a small group: one key person who leads the design initiative, plus two or three contributors who constantly review, test, question, and give feedback. If three or four people align in one direction, that’s a good signal we’re on the right track. Then we take that proposal to a larger group – people who might use it or need it.. We refine it again based on their input. The idea evolves, but we don’t need to start from the beginning.
Finally, when we have a strong direction, we present it to the entire tech team. And even then – even if top management already supports the decision – it’s completely acceptable for a mid-level developer to raise concerns. Maybe they’ve seen something before, maybe they read an article, maybe they faced a similar issue. We listen, because at scale, one overlooked detail can cost millions.
So once again, balancing standards with creative freedom is about scaling the processes step by step: we start with a small group, validate in small cycles, and then scale the decision up gradually. This approach protects creativity, ensures high quality, and keeps us aligned. And combined with our culture, it makes the process both fast and safe.
The post Scaling With Purpose: RedCore’s Tech Vision Explained appeared first on European Gaming Industry News.
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Super Group Comments on United Kingdom Autumn Statement
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Super Group (SGHC) Limited, the parent company of Betway, a leading online sports betting and gaming business, and Spin, the multi-brand online casino, notes the United Kingdom Autumn announcement:
In this Autumn Statement, the UK government announced increases to gambling duties: Remote Gaming Duty (iGaming) will rise by +19 percentage points (from 21% to 40%), effective April 2026 and General Betting Duty (Online Sports Betting) will rise by +10 percentage points (from 15% to 25%), effective April 2027.
Neal Menashe, Chief Executive Officer, stated: “Super Group supports the reasonable taxation of online gaming in the UK. We rely on the government to ensure that today’s very substantial increase should be paired with robust and strict enforcement against non-paying offshore operators. This is essential to protect the regulated sector’s investment in jobs, technology, and responsible gaming in the UK.”
Alinda van Wyk, Chief Financial Officer, commented: “Going forward, we estimate that these new tax increases will have an impact of approximately 6% to our 2026 Group Adjusted EBITDA. However, Super Group already has several mitigation levers in motion, which are intended to offset the tax impact. Our strategy remains unchanged: sustainable growth and disciplined capital allocation. We don’t expect today’s news to alter our long-term trajectory nor our capital return priorities.”
The post Super Group Comments on United Kingdom Autumn Statement appeared first on European Gaming Industry News.
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TVC Completes AV Installation at ScotBet
Reading Time: 2 minutes
TVC Technology Solutions has completed a comprehensive AV installation for leading Scottish bookmaker ScotBet. Reinforcing how cutting-edge audiovisual technology can dramatically elevate customer engagement, brand impact and operational flexibility in betting shops, ScotBet is another in a list of betting shop makeovers for TVC, including a significant number of independent bookmakers throughout the UK.
The project saw TVC partner with ScotBet to modernise digital infrastructure across a number of stores, delivering high-quality visuals, streamlined content distribution and a unified signage platform. The aim was to create a premium experience that draws in customers, enhances dwell time, unlocks in-shop promotional opportunities and underpins ScotBets’ competitive positioning.
TVC’s campaign started with a deep dive into ScotBet’s existing estate, identifying inconsistent screen sizes, dated display technologies and poor content manageability. Working alongside ScotBet’s retail operations and brand teams, TVC created a future-proof AV design plan encompassing ultra-slim large format displays in key customer zones, dynamic digital signage driven by branded content and a centralised control system for roll-out calability.
In each store, TVC installed industry-leading large-format commercial LCD and LED displays, including high-brightness 75″ panels in customer-facing zones, complemented by multiscreen TV gantries above key counters to deliver live odds, race streams and promotional content. These displays were mounted via low-visual-impact brackets to preserve the sleek interior design while maintaining full service access. The project also included a dedicated network of digital signage screens in foyer spaces, driven by the MySign digital signage platform. This enabled ScotBet to push up-to-the-minute messages and odds, event-based campaigns and third-party partnerships with minimal delay.
What sets the TVC-ScotBet collaboration apart from a typical AV and digital signage installation is the seamless integration of content and infrastructure from a single company.
Beyond hardware, TVC delivered a tailored content-creation service, to produce a range of dynamic content. This included templated campaign animations, in-store clock-in of live odds tickers, game-day social-feed overlays and fast-paced screen-fillers that mirror the fast-moving world of wagering.
Andy Greaves, sales director at TVC, said: “Our employee-owned structure means everyone at TVC is passionately behind every project. We instantly become partners to our betting shop customers, rather than just supply vendors, and the ability to supply and install an end-to-end video, signage and content integration seamlessly makes for a smooth project from start to finish.”
TVC brings nearly three decades of experience to the AV installation in hospitality, leisure, gambling, gaming and retail spaces. The portfolio spans F1 gaming arcades, bars and pubs, hotels, care homes, boardrooms and retail spaces, with specialist knowledge in the complexities of high-traffic public environments and the regulatory demands of leisure and betting retail. From bespoke mounting solutions in confined shop-floor footprints to full networked AV infrastructures across multiple sites with cloud-integrated content, TVC tailors its system design to each customer’s requirements and backs each project with ongoing service and maintenance support.
“With surveys showing increased dwell time, engagement and sales through digital signage advertising, and with many better retailers seeing over 10% of their revenue attributed to virtual and e-sports, now is the time to maximise your AV impact and ROI,” said Greaves.
The post TVC Completes AV Installation at ScotBet appeared first on European Gaming Industry News.
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